Execution Version MOTOROLA, INC. 1303 East Algonquin Road Schaumburg, Illinois 60196 November 30, 2010 To: Each of the Persons Listed on Schedule A Hereto (the "Icahn Group") Ladies and Gentlemen: This letter agreement shall become effective upon the...Board Appointment Agreement • December 1st, 2010 • Icahn Carl C • Delaware
Privet Fund LP Suite 2670 Atlanta, GA 30305 Gentlemen:Board Appointment Agreement • May 20th, 2013 • Privet Fund LP • Services-business services, nec • Delaware
This letter constitutes the agreement (the “Agreement”) between PFSweb, Inc., a Delaware corporation (the “Company”), on the one hand, and Privet Fund LP, a Delaware limited partnership (the “Investor”), and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor, the Investor Affiliates, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), on the other hand, with respect to the matters set forth below:
AGREEMENTBoard Appointment Agreement • March 29th, 2011 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York
This Agreement, dated as of March 25, 2011 (“Agreement”), is by and among dELiA*s, Inc., a Delaware corporation (the “Company”), Michael Zimmerman, an individual resident of New York (“Zimmerman”), Mario Ciampi, an individual resident of New York (“Ciampi”) and the other individuals and entities that are signatories hereto (collectively with Zimmerman and Ciampi, the “Zimmerman Group”).
ContractBoard Appointment Agreement • December 28th, 2009 • Trian Fund Management, L.P. • Investment advice • Delaware
This AGREEMENT, dated as of October 25, 2009 (the "Agreement"), is by and among Legg Mason, Inc., a Maryland corporation (the "Company"), and the other entities and persons signatory hereto (collectively, the "Investors").
Infinera Corporation Sunnyvale, California 94089Board Appointment Agreement • April 14th, 2020 • INFINERA Corp • Telephone & telegraph apparatus • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Infinera Corporation (“Company”) and (b) Oaktree Optical Holdings, L.P. (“Oaktree”). Company and Oaktree are collectively referred to as the “Parties.” Oaktree and each Affiliate (as defined below) and Associate (as defined below) of Oaktree, including each of the Persons (as defined below) set forth on Exhibit A, are collectively referred to as the “Oaktree Group.”
EX-10.1 2 d577632dex101.htm EX-10.1 National CineMedia, Inc. Centennial, Colorado 80111 June 1, 2018 Standard General L.P. New York, NY 10153 Ladies and Gentlemen:Board Appointment Agreement • May 5th, 2020 • Delaware
This letter agreement (this “Agreement”) constitutes the agreement between National CineMedia, Inc., a Delaware corporation (the “Company”), and Standard General L.P., a Delaware limited partnership (the “Investor”). Each of the Company and the Investor is individually a “Party” and collectively, they are the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 8 hereof.
ContractBoard Appointment Agreement • November 7th, 2007 • Kraft Foods Inc • Food and kindred products • Delaware
This AGREEMENT, dated as of November 7, 2007 (the “Agreement”), is by and among Kraft Foods Inc., a Virginia corporation (the “Company”), and the other entities and persons signatory hereto (collectively, the “Investors”).
Exhibit 10(ll) ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway Fairfax, Virginia 22031-2107 March 13, 1998 Jarrod M. Cohen Cowen Incorporated Financial Square New York, NY 10005-3597 Dear Jarrod: The purpose of this letter is to set forth the...Board Appointment Agreement • March 31st, 1998 • Icf Kaiser International Inc • Hazardous waste management
iPass Inc. Redwood Shores, California 94065Board Appointment Agreement • June 3rd, 2009 • Ipass Inc • Services-computer processing & data preparation • Delaware
The following sets forth the agreement (the “Agreement”) between Foxhill Opportunity Master Fund, L.P. (“FOMF”) and its affiliates listed in the signature blocks below (collectively, “Foxhill”) and iPass Inc. (“iPass”):
AGREEMENT BETWEEN CAPE BANCORP, INC. AND JAMES J. LYNCH AND PATRIOT FINANCIAL PARTNERS, L.P.Board Appointment Agreement • February 10th, 2009 • Patriot Financial Partners Lp • State commercial banks • Maryland
This Agreement is made this 9th day of February 2009 by and between (i) James J. Lynch (“Lynch”) and Patriot Financial Partners, L.P. (“Patriot”), as that term is defined in paragraph 4(vi), each having an office at Cira Center, 2929 Arch Street, 27th Floor, Philadelphia, Pennsylvania 19104, and (ii) Cape Bancorp, Inc. (“Cape”), having an office at 225 North Main Street, Cape May Court House, New Jersey 08210.
May 30, 2022 Mr. Ari Levy Lakeview Investment Group & Trading Company, LLC| (“Lakeview” or “you”) 444 W. Lake St. #1900 Chicago, IL 60606Board Appointment Agreement • June 1st, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec
First, immediately following the execution of this agreement, the Tessco Board of Directors (the “Board”) agrees to increase the size of the Board by one and appoint Matt Brewer to the Board to fill the resulting vacancy.
Sonus Networks, Inc. 7 Technology Park Drive Westford, MA 01886Board Appointment Agreement • January 12th, 2009 • Sonus Networks Inc • Services-computer integrated systems design • Delaware
This letter constitutes the agreement (the “Agreement”) between Sonus Networks, Inc. (the “Company”), on the one hand, and Legatum Capital Limited and each of the entities set forth on Schedule A, on the other hand (collectively, “Legatum”, and individually a “Member”), with respect to the matters set forth below:
Sonus Networks, Inc. Westford, MA 01886Board Appointment Agreement • January 12th, 2009 • Senate Limited, Trustee • Services-computer integrated systems design • Delaware
This letter constitutes the agreement (the "Agreement") between Sonus Networks, Inc. (the "Company"), on the one hand, and Legatum Capital Limited and each of the entities set forth on Schedule A, on the other hand (collectively, "Legatum", and individually a "Member"), with respect to the matters set forth below:
AgreementBoard Appointment Agreement • October 3rd, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products
This Agreement (the “Agreement”), dated as of October 3, 2012, is by and among the persons and entities listed on Schedule A (collectively, the “Corvex Group”), Keith A. Meister (“Designee”) and Ralcorp Holdings, Inc., a Missouri corporation (the “Company”).
iPass Inc. Redwood Shores, California 94065Board Appointment Agreement • February 22nd, 2007 • Shamrock Activist Value Fund III, L.P. • Services-computer processing & data preparation
The following sets forth the agreement between Shamrock Activist Value Fund, L.P. (“SAVF”) and its affiliates listed in the signature blocks below (collectively, “Shamrock”) and iPass Inc. (“iPass”):
AGREEMENTBoard Appointment Agreement • November 26th, 2014 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
This Agreement, dated as of November 24, 2014 (this “Agreement”), is by and among Destination Maternity Corporation, a Delaware corporation (the “Company”), J. Daniel Plants, an individual resident of California (“Plants”), Voce Catalyst Partners LP, a Delaware limited partnership (“Voce Catalyst”), and Voce Capital Management LLC, a California limited liability company (together with Plants and Voce Catalyst, “Voce”). The Company and Voce are referred to herein as the “Parties.”
AGREEMENTBoard Appointment Agreement • November 10th, 2014 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
This Agreement (the “Agreement”), dated as of November 10, 2014, is by and among the person and each of the entities listed on Schedule A hereto (collectively, the “Marcato Group”) and NCR Corporation, a Maryland corporation (the “Company”).
BOARD APPOINTMENT AGREEMENTBoard Appointment Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
This Board Appointment Agreement (this “Agreement”) is entered into as of April 8, 2020 by and between Delcath Systems, Inc. (the “Company”), on the one hand, and Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. (collectively, “Rosalind”), on the other hand.
Board Appointment AgreementBoard Appointment Agreement • February 20th, 2018
On [Board Meeting Approval Date], as recommended by Chairman Frank Haney, the Winnebago County Board authorized the appointment of [Name of Appointee] (“Appointee”) to serve on the [Board Name] from [Term Start Date] to [Term End Date].
Intevac, Inc. Santa Clara, California 95054Board Appointment Agreement • November 13th, 2024 • Intevac Inc • Special industry machinery, nec • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Intevac, Inc. (“Company”) and (b) Palogic Value Management, L.P. and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively, the “Palogic Signatories”). Company and the Palogic Signatories are collectively referred to as the “Parties.” The Palogic Signatories and each Affiliate (as defined below) of each Palogic Signatory are collectively referred to as the “Palogic Group.”
AGREEMENTBoard Appointment Agreement • March 22nd, 2010 • Biogen Idec Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement dated March 20, 2010 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Biogen Idec Inc. (on behalf of itself and its Board of Directors, as defined herein) (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
February 18, 2022 Fiserv, Inc.Board Appointment Agreement • February 23rd, 2022 • Fiserv Inc • Services-business services, nec • New York
iPass Inc. Redwood Shores, California 94065Board Appointment Agreement • June 3rd, 2009 • Foxhill Opportunity Master Fund LP • Services-computer processing & data preparation • Delaware
The following sets forth the agreement (the “Agreement”) between Foxhill Opportunity Master Fund, L.P. (“FOMF”) and its affiliates listed in the signature blocks below (collectively, “Foxhill”) and iPass Inc. (“iPass”):
Boxlight Corporation 1045 Progress Circle Lawrenceville, GA 30043 www.boxlight.comBoard Appointment Agreement • July 7th, 2020 • Boxlight Corp • Services-educational services
ContractBoard Appointment Agreement • February 25th, 2014 • Williams Companies Inc • Natural gas transmission • New York
This Agreement (this “Agreement”), dated as of February 25, 2014, is by and among Corvex Management LP and Keith Meister (together, the “Corvex Group”), Soroban Master Fund LP, Soroban Capital Partners LLC and Eric W. Mandelblatt (collectively, the “Soroban Group” and, together with the Corvex Group, the “Investor Group”) and The Williams Companies, Inc., a Delaware corporation (the “Company”).
Adera Mines LimitedBoard Appointment Agreement • August 11th, 2006 • Adera Mines LTD • Gold and silver ores • California
On behalf of Adera Mines, Limited (the “Company”), I am pleased you have agreed to serve on the Company’s Board of Directors and to assume the position of Chairman of the Board. This letter (the “Agreement”) sets forth the terms that the Company is offering to you for such service and services as a consultant to the Company.
Boxlight Corporation 1045 Progress Circle Lawrenceville, GA 30043 www.boxlight.comBoard Appointment Agreement • July 7th, 2020 • Boxlight Corp • Services-educational services
ICN PHARMACEUTICALS, INC. 3300 Hyland Avenue Costa Mesa, California 92626 December 22, 2002Board Appointment Agreement • June 10th, 2003 • Icn Pharmaceuticals Inc • Pharmaceutical preparations
ICN Pharmaceuticals, Inc., a Delaware corporation (“ICN”), has advised you that it may remove all members of the Board of Directors of Ribapharm Inc., a Delaware corporation (“Ribapharm”), other than you (the “Removal”). This letter agreement will confirm that ICN has requested that as the sole remaining director of Ribapharm, you appoint certain individuals to be suggested by ICN (the “Suggested Nominees”) to fill vacancies created by the Removal (the “Appointment”).
CH Energy Group, Inc. 284 South Avenue Poughkeepsie, New York 12601-4839Board Appointment Agreement • April 29th, 2009 • Ch Energy Group Inc • Electric & other services combined • New York
This letter constitutes the agreement (the “Agreement”) between CH Energy Group, Inc. (the “Company”), and GAMCO Asset Management Inc. (together with its affiliates “GAMCO”), with respect to the matters set forth below:
Actuant Corporation N86W12500 Westbrook Crossing Menomonee Falls, Wisconsin 53051 March 20, 2018Board Appointment Agreement • March 21st, 2018 • Actuant Corp • Misc industrial & commercial machinery & equipment • New York
AGREEMENTBoard Appointment Agreement • December 28th, 2011 • SeaBright Holdings, Inc. • Fire, marine & casualty insurance • New York
This Agreement, dated as of December 23, 2011 (the “Agreement”), is by and among SeaBright Holdings, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto (collectively, the “Investors”).
AGREEMENTBoard Appointment Agreement • April 11th, 2014 • Ebay Inc • Services-business services, nec • Delaware
This Agreement, dated April 10, 2014 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and eBay Inc. (the “Company”).
August 28, 2006 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025Board Appointment Agreement • August 30th, 2006 • Integrated Silicon Solution Inc • Semiconductors & related devices
This letter is in response to your letter dated August 15, 2006 addressed to me as Chairman of Integrated Silicon Solution, Inc. (“ISSI”) and is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.
ContractBoard Appointment Agreement • September 29th, 2011 • Trian Fund Management, L.P. • Retail-variety stores • Delaware
This AGREEMENT, dated as of September 28, 2011 (this “Agreement”), is by and among Family Dollar Stores, Inc., a Delaware corporation (the “Company”), and the other entities and persons signatory hereto (collectively, the “Investors”).
ContractBoard Appointment Agreement • September 29th, 2011 • Family Dollar Stores Inc • Retail-variety stores • Delaware
This AGREEMENT, dated as of September 28, 2011 (this “Agreement”), is by and among Family Dollar Stores, Inc., a Delaware corporation (the “Company”), and the other entities and persons signatory hereto (collectively, the “Investors”).
